Meeting and Voting Online

by Dan Hotchkiss

keyboard-597007_640Glitchy video and scratchy sound still spoil a lot of online meetings, but the technology gets better all the time. Meeting “virtually” by audio and video can be convenient, but it raises some new issues and exacerbates some old ones, especially for governing boards. Boards that want to meet and vote online need to sharpen and update their policies and skills.

Most congregations are technological bottom-feeders. Like halibut and flounder at the bottom of a pond, we wait as gadgets and software filter down to us from upper regions of the water. As a rule, we adopt technology only after it has become commonplace in better-funded parts of the economy. The advantage is that some of the kinks have been worked out by then.

But even when technology works perfectly, the shift to virtual meetings is not easy. When a board begins to “meet” by phone or video, the whole concept of a “meeting” starts to blur. People come and go, mute their microphones, and try to get other work done. If a quorum’s worth of votes are not available from those participating, boards sometimes tries to collect the rest by email. Some members vote without having heard the discussion—thus depriving others of their right to influence the group’s decisions.

Keeping humans focused

The challenge of keeping people fully “in the meeting” is not new. Room setup has always made a difference to the quality of meetings: Rectangular board tables reinforce hierarchical board structures. Round tables help to equalize participation. Auditorium-style rows encourage rank-and-file board members to become a passive audience. The more the size and physical setup of a board discourage full participation, the harder the facilitator has to work to keep each member focused.

Online or in person, the most important adage for facilitators is the same: Whenever possible, support the silent rather than suppressing those who talk. This is not easy, but unless you’re dealing with a truly pathological talker, it’s the most effective way of balancing participation.

Voice conference calls make it easy for individuals to disappear. It helps for the meeting leader to keep a list of call participants at hand and put a dot next to a name each time that person speaks, as a reminder to invite non-speakers to contribute. Online meetings require active facilitation to prevent one or two participants from dominating.

A diversity of voices in respectful conversation can see collectively what each member might miss individually. Tired as many of us are of meetings, and as tempting as it may be to substitute a phone call or video chat, it is worth considering their value, and preserving what is best about them.

Is this meeting legal?

Before conducting business online, a board needs to address whether virtual meetings are permitted under their current bylaws or denominational rulebooks. If the bylaws designate a parliamentary authority (such as Robert’s Rules of Order), that is another place to look. A third place is the board’s own policies. If all these documents are silent, the nonprofit corporation statute of your state or province very likely gives a final answer.

If your bylaws and board policies do not address online meetings adequately, you may want to remedy the situation. Fortunately, many organizations have experimented with online meetings for some time and have generated some wisdom.

Based on experience, we can boil the main policy issues down to two: What constitutes a legal meeting? And can the board take action without a legal meeting?

Board members scattered around town are not the board. They become the board only when they meet, discuss, and vote. A board can take official action only at a legal meeting. Your bylaws should say who calls meetings and how members must be notified. They should also define a quorum—how many members must be present for the board to act. None of this is new. These rules protect the right of board members to participate in decision making, and prevent small subgroups from usurping the board’s powers. Above all, the rules uphold the basic reason for holding meetings at all—so members can pool their wisdom before making a decision.

The advent of useful conferencing technologies forces boards to decide whether to permit virtual meetings. The policy (or bylaw) that I recommend is this:

The Board may permit any or all members to participate in board meetings by any means of communication that permits all members to hear each other simultaneously during the meeting or communicate using disability related accommodations. A member participating in this way is deemed to be present in person at the meeting.

This is a revised version of the rulecontained in §8.20 of the Revised Model Nonprofit Corporation Act, adopted in some form by 39 states. It does not permit a board member to be “present” by talking on the phone to a member at the table, nor does it permit collecting votes from absent members by email, because neither of these methods allows simultaneous communication among all board members.

Can we act without a meeting?

Sometimes boards want to accomplish urgent business without bothering to meet. When a meeting lacks a quorum, sometimes those who do attend canvass for votes by email. This practice may seem harmless, but it can exacerbate any conflict that is present. Those who find themselves on the losing side of a vote may feel deprived of a fair chance to advocate for a different outcome.

Collecting votes by email is not the same as meeting virtually, because it does not afford the give-and-take that is the essence of deliberative democracy. Here is the policy I recommend to boards on acting without a meeting:

The Board may act without holding a meeting if the action is approved by all members of the board by a written consent describing the action taken. The action takes effect when the Secretary receives the last board member’s consent. Actions taken in this way have the same effect as a meeting vote. (Cf. Model Nonprofit Corporation Act, §8.21)

This policy permits only unanimous votes to take effect without a meeting, and permits any board member, acting alone, to insist that the board meet to consider any question. If this seems like too great an inconvenience for the many trivial matters that come before your board, you might want to ask, “Why is our board considering so many trivial matters? Could we do a better job of delegating?”

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Dan Hotchkiss consults with congregations and other mission-driven groups from his home near Boston. He is the author of the best-selling Alban book Governance and Ministry: Rethinking Board Leadership, which has helped hundreds of churches, synagogues, and non-profit organizations to streamline their structure and become more mission-focused and effective. A revised and expanded edition of Governance and Ministry is now available using the discount code 4S16HOTCH.

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